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components of the work performed under this Agreement by whatever means are deemed expedient by the
<br />County. Except for a documented emergency or legally required audit, review will occur on reasonable advance
<br />notice during business hours and will be limited to nonclinical financial, credentialing, staffing, and performance
<br />records reasonably related to this Agreement. Access to protected health information, psychotherapy notes, Part
<br />2 records, privileged communications, or direct contact with service recipients requires a lawful basis, minimum -
<br />necessary limitation, and compliance with the Business Associate Agreement and Part 2; de -identified records will
<br />be used whenever sufficient. Contractor shall preserve and maintain all records relating to this Agreement for six
<br />(6) years after termination or expiration of the Agreement, and upon request shall make them available for review
<br />by any Federal or State auditor, the County, and/or any persons authorized by the County.
<br />7. Modification
<br />7.1. This Agreement may be amended by mutual agreement of the parties. Any such amendment
<br />shall be in writing and signed by both parties.
<br />7.2 Neither party may unilaterally change clinical scope, staffing levels, schedules, deliverables, rates,
<br />or material performance obligations. Any material change requires a written amendment signed by both parties,
<br />including an equitable adjustment to compensation and time. Contractor is not required to perform changed work
<br />before the amendment is effective, except for a short-term emergency measure that Contractor accepts in writing
<br />and that is consistent with licensure and patient safety.
<br />8. Termination
<br />8.1 This Agreement may be terminated at any time by mutual written agreement of the parties.
<br />8.2 Either party may terminate this Agreement without cause upon thirty (30) days' written notice.
<br />The County may require an earlier cessation only for a documented immediate safety, licensure, confidentiality,
<br />or funding issue. The County will pay for all conforming services performed, reserved cancellation time properly
<br />chargeable under Attachment "A," and approved noncancelable commitments through the effective date.
<br />8.3 If Contractor materially defaults, the County will provide written notice describing the default and
<br />ten (10) business days to cure, except where an immediate safety, licensure, or confidentiality threat cannot
<br />reasonably be cured. If the default remains uncured, the County may terminate and obtain substitute
<br />performance. Contractor remains entitled to payment for conforming services already performed. Any offset is
<br />limited to documented, direct, and reasonable costs caused by the uncured default; neither party is liable under
<br />this paragraph for consequential, special, exemplary, or punitive damages.
<br />8.4 Termination of this Agreement by any means provided herein shall not excuse any party's
<br />performance of its obligations hereunder through the effective date of termination, except that the County shall
<br />not be obligated to pay for services that have not been performed or deliverables that have not been provided.
<br />9. Indemnification
<br />9.1 To the fullest extent permitted by law, each party will indemnify, defend, and hold harmless the
<br />other party and its officials, employees, and agents from third -party claims, damages, losses, and reasonable
<br />defense costs, but only to the extent caused by the indemnifying party's negligent or wrongful acts or omissions,
<br />material breach, or willful misconduct in performing this Agreement. Neither party will indemnify the other for
<br />the other party's negligence or willful misconduct. Contractor's obligation does not extend to County custody or
<br />security operations, premises conditions, County systems, or acts of County personnel. Any waiver of immunity
<br />under RCW Title 51 is limited to claims by Contractor personnel and to the extent of Contractor's fault, and the
<br />Kittitas County Agreement for Services (rev. 5/14/25)
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